DGAP Post-admission Duties announcement: Haier Smart Home Co.,Ltd.
/ Third country release according to Article 50 Para. 1, No. 2 of the WpHG [the German Securities Trading Act]
Announcement on Poll Results and Resolutions of the 2020 Annual General Meeting and the Second Class Meetings of 2021
Content of this announcement: I. Poll Results of 2020 Annual General Meeting and the Class Meetings; II. Change of Director; III. Change of Supervisors and Election of Chairperson of the Board of Supervisors; IV. Amendments to the Articles of Association; V. Payment of Final Dividend; and VI. Adjustment to the Composition of Special Committees under the Board I. Poll Results of the AGM and the Class Meetings 1. Poll Results of the AGM The board of directors (the 'Board') of the Company is pleased to announce that the AGM was held at 14:00 CST on 25 June 2021 (Friday) at Haier University, Haier Information Industry Park, Laoshan District, Qingdao, PRC. All resolutions were duly passed. The meeting was convened by the Board and voting was conducted through a combination of on-site voting and online voting. The convening of the meeting was in compliance with the Company Law of the People's Republic of China, the Articles of Association of the Company and pertinent provisions of the Shanghai Stock Exchange (the 'SSE') , Hong Kong Stock Exchange and Deutsche Börse. The on-site meeting was presided by the Chairman of the Company. As at the date of the AGM, the total number of issued Shares of the Company was 9,408,929,038, which was the total number of Shares entitling the holders to attend and vote for or against or abstain from voting in respect of the resolutions at the AGM. Haier Group and its associates hold 33.73% of the total issued shares of the Company and are entitled to exercise control over the voting right in respect of their Shares. Haier Group and its associates will abstain from voting on the resolution in respect of the New Financial Service Framework Agreement and its proposed annual cap at the AGM. Shareholders or their proxies holding 6,080,584,192 shares in the Company carrying voting rights (representing approximately 64.63% of the total share capital of the Company in issue as at the date of the AGM) attended the AGM. Pursuant to the Listing Rules, voting on the resolutions at the AGM was conducted by way of poll. The voting results in respect of the resolutions proposed at the AGM (of which special resolutions marked with**) are set out as follows:
2. Poll results of the A Shares Class Meeting As at the date of the A Shares Class Meeting, the Company had a total of 6,308,552,654 A shares in issue, which was the total number of shares entitled to vote on the resolutions at the A Shares Class Meeting. Shareholders and Shareholders' proxies attending the A Shares Class Meeting held a total of 4,029,351,155 A shares, representing 63.87% of the total number of A shares in the Company carrying voting rights. Details of Shareholders attending the A Shares Class Meeting are set out as below:
3. Poll results of the D Shares Class Meeting As at the date of the D Shares Class Meeting, the Company had a total of 271,013,973 D shares in issue, which was the total number of shares entitled to vote on the resolutions at the D Shares Class Meeting. Shareholders and Shareholders' proxies attending the D Shares Class Meeting held a total of 140,727,610 D shares, representing 51.93% of the total number of D shares in the Company carrying voting rights. Details of Shareholders attending the D Shares Class Meeting are set out as below:
4. Poll results of the H Shares Class Meeting As at the date of the H Shares Class Meeting, the Company had a total of 2,829,362,411 H shares in issue, which was the total number of shares entitled to vote on the resolutions at the H Shares Class Meeting. Shareholders and Shareholders' proxies attending the H Shares Class Meeting held a total of 1,989,396,251 H shares, representing 70.31% of the total number of H shares in the Company carrying voting rights. Details of Shareholders attending the H Shares Class Meeting are set out as below:
5. Witnessing Lawyer King & Wood Mallesons Beijing has expressed its opinion as witness to the AGM and the Class Meetings. In the opinion of the witnessing lawyer, (i) the convening of the AGM and the Class Meetings and the procedures thereof are in compliance with the provisions of pertinent laws, regulations, regulatory documents and the Articles of Association; (ii) the eligibility of the persons attending and the eligibility of the convenor of the AGM and the Class Meetings is legal and valid and in compliance with the provisions of pertinent laws, regulations, regulatory documents and the Articles of Association; and (iii) the voting procedures of the AGM are in compliance with the provisions of pertinent laws, regulations, regulatory documents and the Articles of Association and the voting results are legal and valid. Tricor Investor Services Limited (H share registrar of the Company), King & Wood Mallesons Beijing (PRC legal advisor of the Company), the Shareholders' Representatives and Supervisors' Representatives of the Company jointly acted as vote counters and scrutineers at the general meeting. II. Change of Director As at the latest practicable date, save as disclosed in the Circular, Mr. WU has not held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas, or served other positions in other members of the Group, or held other major appointments or professional qualifications during the past three years. Mr. WU does not have other relationships with any Directors, Supervisors, senior management, substantial Shareholders or controlling Shareholders of the Company and do not hold any interest in the shares of the Company or its associated companies within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). There is or was no information which is required to be disclosed pursuant to the requirements set out in 13.51(2) (h) to (v) of the Hong Kong Listing Rules nor are there any matters which need to be brought to the attention of the Shareholders of the Company. The Company will enter into a service contract with Mr. WU with a director's allowance of RMB260,000. On the same day, Mr. DAI Deming will no longer hold any position in the Company. The Company would like to express its sincere gratitude to Mr. DAI Deming for his contribution to the Company during his tenure as an independent non-executive director of the Company. III. Change of Supervisors and Election of Chairperson of the Board of Supervisors The resolutions appointing Mr. LIU Dalin and Ms. MA Yingjie as Supervisors of the Company have been duly adopted as ordinary resolutions. Their term of office shall commence on the date on which their appointments are approved at the general meeting of the Company and end on the date on which the term of the current session of the Board expires. The biographical details of the aforementioned supervisor candidates are set out in the Circular. On the same day, LIU Dalin was elected the Chairperson of the Board of Supervisors of the Company on the 16th Meeting of the 10th Session of the Board of Supervisors of the Company. Save as disclosed above, there has been no change to the biographical details of the aforementioned supervisor candidates as at the date of this announcement. As at the latest practicable date, save as disclosed in the Circular, none of the supervisor candidates have held any supervisor position in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas, or served other positions in other members of the Group, or held other major appointments or professional qualifications during the past three years. The supervisor candidates do not have other relationships with any Directors, Supervisors, senior management, substantial Shareholders or controlling Shareholders of the Company and do not hold any interest in the shares of the Company or its associated companies within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). There is or was no information which is required to be disclosed pursuant to the requirements set out in 13.51(2) (h) to (v) of the Hong Kong Listing Rules nor are there any matters which need to be brought to the attention of the Shareholders of the Company. The Company will enter into a service contract with each of the appointed supervisors. The supervisors will not receive any supervisor's fee from the Company. All remunerations of Ms. MA Yingjie, including salary, bonus and other benefits, amount to RMB340,000. On the same day, Mr. WANG Peihua and Mr. MING Guoqing will no longer hold any position in the Company. The Company would like to express its sincere gratitude to Mr. WANG Peihua and Mr. MING Guoqing for their contributions to the Company during their tenure as supervisors of the Company. IV. Amendments to the Articles of Association V. Payment of Final Dividend The Company will distribute a cash dividend for the year ended 31 December 2020 of RMB3.66 (tax inclusive) per 10 Shares (the 'Final Dividend') to the Shareholders whose names appear on the shareholder's register of the Company on the Record Date. The Final Dividend will be distributed on or around Friday, 20 August 2021. The actual amount of Euros to be paid is calculated at the average benchmark exchange rate of RMB against Euro (i.e. EUR 1 = RMB 7.6954 ) published by the People's Bank of China for a week prior to the announcement of dividend and payment decision (i.e. 25 June 2021). Accordingly, the cash dividend per D Share is approx. EUR 0.0475609 (tax inclusive). For D shareholders, the Company will further publish the Announcement on D Share Dividend with regard to the exact dividend amount, payment date, record date and taxation details in due course. VI. Adjustment to the Composition of Special Committees under the Board (1) The members of the Strategy Committee are LIANG Haishan, XIE Juzhi, LI Huagang, LIN Sui, WU Qi, LI Shipeng, of which LIANG Haishan is the Chairman; (2) The members of the Audit Committee are WONG Hak Kun, CHIEN Da-chun, WU Qi, YU Hon To, David, WU Changqi, of which WONG Hak Kun is the Chairman; (3) The members of the Remuneration and Assessment Committee are CHIEN Da-chun, LI Shipeng, WU Qi, LIANG Haishan, WU Changqi, of which CHIEN Da-chun is the Chairman; (4) The members of the Nomination Committee are WU Qi, CHIEN Da-chun, WONG Hak Kun, LI Shipeng, LIANG Haishan, YU Hon To, David, of which Wu Qi is the Chairman; (5) The members of the ESG Committee are Eva LI Kam Fun, LI Huagang, LIN Sui, CHIEN Da-chun, of which Eva LI Kam Fun is the Chairman. The terms of office of the above members of the specific committees are effective from the date of consideration and approval by the Board, and the terms of office shall expire at the conclusion of the terms of office of the tenth session of the Board. 26.06.2021 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Language: | English |
| Company: | Haier Smart Home Co.,Ltd. |
| Haier Industrial Park, Laoshan District | |
| 266101 Qingdao | |
| China | |
| Internet: | www.haier.net |
| End of News | DGAP News Service |
1212357 26.06.2021
